Exhibit 99.1

        FACTORS TO CONSIDER IN CONNECTION WITH FORWARD LOOKING STATEMENTS

We have  incurred  losses  since  inception  and  anticipate  that we will incur
continued losses for the foreseeable  future. We do not have a current source of
product revenue and may never be profitable.

     We are a development  stage company and since our inception,  our source of
income has been public and private  sales of our stock.  At April 30, 2001,  our
accumulated  deficit was  $58,188,000  and our total  stockholders'  deficit was
approximately $586,000.

     We expect to continue to incur substantial  operating losses in the future.
Our  profitability  will  depend on our ability to  develop,  obtain  regulatory
approvals for, and effectively market ONCONASE(R).  The FDA has not approved and
may not approve ONCONASE(R). We do not know if, or when, we will:

o    complete our product development efforts,

o    show that our products are safe and effective in clinical trials,

o    submit an NDA for any of our product candidates,

o    receive regulatory approval of any of our product candidates, or

o    sell sufficient  approved  products to generate enough revenue to enable us
     to earn a profit.

     We  will  seek  to  generate  revenue  through  licensing,   marketing  and
development  arrangements  prior  to  receiving  revenue  from  the  sale of our
product,  but we may not be  able  to  successfully  consummate  any  licensing,
marketing or development arrangements.

     We, therefore, are unable to predict the extent of any future losses or the
time required to achieve profitability, if at all.

We need additional  financing to continue  operations and this financing may not
be available when we need it, if it is available at all.

     We need financing in order to continue operations,  including completion of
the Phase III trials and filing an NDA. As a result of our continuing losses and
lack of  capital,  the report of our  independent  auditors on our July 31, 2000
financial  statements  included an explanatory  paragraph  which states that our
recurring  losses,  working capital  deficit and limited liquid  resources raise
substantial  doubt  about  our  ability  to  continue  as a going  concern.  Our
financial  statements  at July 31,  2000 and April 30,  2001 do not  include any
adjustments that might result from the outcome of this  uncertainty.  Even if an
NDA is  filed,  we will need  additional  financing  to  complete  the  approval
process. We may not be successful in obtaining additional financing as funds are
needed to continue operations.

Our clinical trials could take longer to complete and cost more than we expect.

     We are currently continuing our Phase III clinical trial of ONCONASE(R) for
the treatment of malignant  mesothelioma.  The  completion of our clinical trial
depends  upon many  factors.  If we are unable to accrue  sufficient  additional
patients in our trial during the appropriate  period,  such trial may be delayed
and will likely incur significant additional costs.


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     The cost of human clinical trials varies  dramatically based on a number of
     factors, including:

     o    the order and timing of clinical indications pursued,

     o    the  extent  of  development  and  financial  support  from  corporate
          collaborators,

     o    the number of patients required for enrollment,

     o    the  difficulty  of  obtaining   clinical   supplies  of  the  product
          candidate, and

     o    the difficulty in obtaining sufficient populations.

     All statutes and  regulations  governing the conduct of clinical trials are
subject to change in the  future,  which could  affect the cost of our  clinical
trials.  Any  unanticipated  costs or delays in our clinical studies would delay
our ability to generate product revenues and to raise additional capital.

The  results of larger  scale  clinical  trials may not show the same  promising
results as earlier trials  resulting in the  abandonment  of a failed  candidate
after the expenditure of significant additional funds.

     During  the  course  of our  research  and  development,  we may find  that
products  that  initially  appeared  promising  no longer  appear  promising  in
larger-scale   Phase  III   clinical   trials.   Like  many   companies  in  the
pharmaceutical  and  biotechnology  industries,  we  have  experienced  negative
results in  clinical  trials  after  experiencing  promising  results in earlier
trials. For example, in July 1998, we discontinued two Phase III clinical trials
testing  ONCONASE(R) with tamoxifen as a treatment for pancreatic  cancer due to
the lack of a  statistically  significant  survival  benefit.  If we  experience
negative  results  in the  ongoing  Phase  III  clinical  trial,  we may have to
curtail, redirect or eliminate this product development programs.

If we fail to obtain the necessary regulatory approvals,  we will not be allowed
to commercialize our drugs and will not generate product revenues.

     We are conducting  Phase III clinical  trials of ONCONASE(R) as a treatment
for malignant  mesothelioma and intend to file an NDA for this indication if the
data so warrants.  Obtaining FDA approval can take a substantial  period of time
and  requires  the  expenditure  of  substantial   resources  for  research  and
development and testing.  If we fail to achieve regulatory approval of our first
product  candidate we will not have a saleable  product or product  revenues and
may not be able to continue operations.

     Even  if  we  receive  regulatory  approval,   such  approval  may  involve
limitations on the indicated uses for which we may market our products. Further,
later  discovery of  previously  unknown  problems  could  result in  additional
restrictions, including withdrawal of products.

     In foreign jurisdictions, we must receive marketing authorizations from the
appropriate  regulatory  authorities  before  we can  commercialize  our  drugs.
Foreign  regulatory  approval  processes  generally  include  all of  the  risks
associated with the FDA approval procedures described above.

Our product  candidates may not be accepted by the market,  which would harm our
business and results of operations.

     Even if approved by the FDA and other regulatory  authorities,  our product
candidates  may not achieve market  acceptance  and we may not receive  revenues
from these products as anticipated.  The degree of market acceptance will depend
upon a number of factors, including:


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o    the receipt and timing of regulatory approvals,

o    the availability of third-party reimbursement, and

o    the  establishment  and  demonstration  in  the  medical  community  of the
     clinical safety,  efficacy and cost-  effectiveness of drug candidates,  as
     well as their advantages over existing technologies and therapeutics.

     Our  proprietary  technology and patents may offer only limited  protection
against  infringement  and the  development  by our  competitors  of competitive
products.

     We currently own eight  legally  effective  U.S.  patents,  three  European
patents  and one  Japanese  patent.  We also have patent  applications  that are
pending in the United States, Europe and Japan, and an undivided interest in two
patent  applications  that  are  pending  in the  United  States.  The  scope of
protection afforded by patents for biotechnological inventions is uncertain, and
such uncertainty applies to our patents. Our patents may not give us competitive
advantages and may not afford us adequate  protection  from competing  products.
Furthermore,  others may independently  develop products that are similar to our
products, and may design around the claims of our patents.

     Patent litigation and intellectual  property litigation are expensive,  and
if we were to become involved in such litigation, we might not have the funds or
other resources necessary to carry on the litigation in an effective manner.

We are, and will be dependent upon third parties for manufacturing,  and will be
dependent on third parties for marketing,  our products.  If these third parties
do not devote  sufficient  time and  resources  to our products our revenues and
profits may be adversely affected.

     We do not have the  facilities  or expertise to  manufacture  or market our
products.  We  presently  rely  on  third  parties  to  perform  certain  of the
manufacturing  processes for the  production of our products for use in clinical
trials.  We  intend to rely on third  parties  to  manufacture  and  market  our
products if they are approved for sale by the  appropriate  regulatory  agencies
and are  commercialized.  Third party  manufactures  may not be able to meet our
needs with  respect to the  timing,  quantity  or quality of our  products or to
supply products on acceptable  terms.  Moreover,  third party  manufacturers and
marketing   companies  often  must  allocate  their  resources  between  various
companies. It is likely that we will have only limited, if any, control over the
amount  and  timing of the  resources  devoted  by these  third  parties  to our
products. If third party manufacturers or marketing companies cannot, or do not,
devote  sufficient  resources to our  products,  our sales of products  could be
adversely affected resulting in lower than anticipated revenues or profits.

We depend upon key  personnel  and may not be able to retain these  employees or
recruit  qualified  replacement  or  additional  personnel  which would harm our
business.

     Because of the specialized scientific nature of our business, we are highly
dependent upon qualified scientific,  technical and management employees.  There
is intense  competition  for qualified  personnel in the  pharmaceutical  field.
Therefore  the  loss  of key  scientific,  technical  or  management  personnel,
particularly  Kuslima Shogen,  our Chairman and Chief Executive  Officer,  would
most likely delay our clinical trials, the commercialization of our products and
the potential  revenue from product sales. We carry key person life insurance on
the life of Ms. Shogen with a face value of $1,000,000.


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We may not be able to utilize all of our net operating loss carryforwards.

     At July 31,  2000,  we had  federal net  operating  loss  carryforwards  of
approximately  $39,920,910 that expire from 2001 to 2020. We also had investment
tax  credit   carryforwards   of   approximately   $26,867  and   research   and
experimentation tax credit  carryforwards of approximately  $818,308 that expire
from  2001 to 2020.  New  Jersey  has  enacted  legislation  permitting  certain
corporations  located  in New Jersey to sell  state tax loss  carryforwards  and
state  research and  development  credits or tax benefits.  For the state fiscal
year 2001 (July 1, 2000 to June 30,  2001),  our  company has  $1,774,000  total
available  tax benefits of which  $602,000 was allocated to be sold between July
1, 2000 and June 30, 2001. In December 2000, we received  $451,000 from the sale
of our allocated tax benefits.  We will attempt to sell the remaining balance of
our tax benefits in the amount of approximately  $1,172,000 between July 1, 2001
and June 30, 2002,  subject to all existing laws of the State of New Jersey, but
there  is no  assurance  that  we  will be  successful.  Additionally,  ultimate
utilization/availability  of  the  net  operating  losses  and  credits  may  be
significantly curtailed if a significant change in ownership occurs.

Developments   by   competitiors   may   render   our   products   obsolete   or
non-competitive.

     Several  companies,   universities,   research  teams  and  scientists  are
developing  products  to treat the same  medical  conditions  our  products  are
intended to treat. Most of our competitors are more experienced and have greater
clinical,  marketing and  regulatory  capabilities  and managerial and financial
resources  than we do. Our  competitors  may develop  products to treat the same
medical  conditions  our  products  are  intended to treat before we are able to
complete the development of our competing product.

     Our  business  is  very  competitive  and  involves  rapid  changes  in the
technologies  involved  in  developing  new drugs.  If others  experience  rapid
technological  development,  our products may become obsolete before we are able
to recover expenses incurred with respect to our products. We will probably face
new competitors as new technologies  develop. Our success depends on our ability
to remain competitive in the development of new drugs. We cannot assure you that
we will be able to compete successfully.

We may be sued for product liability.

     The use of our products by humans during testing of those products or after
regulatory  approval  entails a risk of adverse effects which could expose us to
product liability claims. We maintain product liability  insurance in the amount
of $6,000,000 for claims arising from the use of our products in clinical trials
prior to FDA  approval.  We cannot  assure you that we will be able maintain our
existing  insurance  coverage or obtain  coverage for the use of our products in
the future.  While we believe that we maintain adequate insurance  coverage,  we
cannot  assure  you  that  our  current  insurance  coverage  and our  financial
resources  would be  sufficient  to pay any  liability  arising  from a  product
liability claim. A product liability claim may have a material adverse effect on
our business, financial condition or results of operations.

Our stock is thinly traded  therefore you may not be able to sell our stock when
you may want to do so.

     Our common stock has been quoted on the OTC Bulletin  Board since April 28,
1999, and is currently thinly traded. You may be unable to sell our common stock
when you want to do so if the trading market continues to be limited.


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The price of our common stock has been, and may continue to be, volatile.

     The market price of our common stock,  like that of the  securities of many
other  development  stage  biotechnology  companies,  has fluctuated over a wide
range and it is likely that the price of our common stock will  fluctuate in the
future.  The market  price of our common stock could be impacted by a variety of
factors, including:

o    announcements of technological innovations or new commercial products by us
     or our competitors,

o    disclosure of the results of pre-clinical testing and clinical trials by us
     or our competitors,

o    disclosure of the results of regulatory proceedings,

o    changes in government regulation,

o    developments in the patents or other  proprietary  rights owned or licensed
     by us or our competitors,

o    public concern as to the safety and efficacy of products developed by us or
     others,

o    litigation, and

o    general market conditions in our industry.

     In addition,  the stock market  continues to  experience  extreme price and
volume  fluctuations.  These  fluctuations  have especially  affected the market
price  of many  biotechnology  companies.  Such  fluctuations  have  often  been
unrelated to the operating  performance of these companies.  Nonetheless,  these
broad market  fluctuations may negatively  affect the market price of our common
stock.

Our charter documents and Delaware law may discourage a takeover of our company.

     We are currently  authorized to issue 1,000,000  shares of preferred stock,
par value $.001 per share.  Our Board of  Directors is  authorized,  without any
approval of the  stockholders,  to issue the  preferred  stock and determine the
terms  of  the  preferred  stock.   There  are  no  shares  of  preferred  stock
outstanding.  The authorized shares of preferred stock will remain available for
general  corporate  purposes,  may be privately placed and can be used to make a
change in control of our company more  difficult.  Under certain  circumstances,
our Board of Directors could create  impediments to or frustrate persons seeking
to effect a takeover or transfer in control of our company by causing  shares of
preferred  stock to be issued to a stockholder  who might side with the Board of
Directors in opposing a takeover bid that the Board of Directors  determines  is
not in the best  interests  of our  company and its  stockholders,  but in which
unaffiliated stockholders may wish to participate. Furthermore, the existence of
authorized  shares of preferred stock might have the effect of discouraging  any
attempt by a person,  through the acquisition of a substantial  number of shares
of  common  stock  to  acquire   control  of  our  company.   Accordingly,   the
accomplishment  of a tender offer may be more difficult.  This may be beneficial
to  management  in a  hostile  tender  offer,  but  have an  adverse  impact  on
stockholders who may want to participate in the tender offer.  Under the General
Corporation  Law of  Delaware,  the Board of  Directors  is  permitted  to use a
depositary receipt mechanism that enables the Board to issue an unlimited number
of  fractional  interests  in each of the  authorized  and  unissued  shares  of
preferred  stock  without  stockholder  approval.  Consequently,  the  Board  of
Directors,  without further stockholder approval,  could issue authorized shares
of preferred  stock or fractional  interests in preferred stock with rights that
could  adversely  affect  the rights of the  holders  of our  common  stock to a
stockholder  which, when voted together with other securities held by members of
the Board of Directors  and the  executive  officers and their  families,  could
prevent  the  majority   stockholder   vote  required  by  our   certificate  of
incorporation or Delaware General Corporation Law to effect certain matters.


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